datasys proposal (bc 112906 00)

<<< Confidential and Proprietary >>>

Trans-Caribbean Cable Company Proposal for DATASYS TELECOM

Connecting the Caribbean™

Date: November 29, 2006 Reference: BC-112906-00

Trans-Caribbean Cable Company LLC – Confidential & Proprietary of 19

TABLE OF CONTENTS 1. Overview.........................................................................................................3

1.1. About Trans-Caribbean Cable Company ..................................................3 1.2. The Network Development Plan ...............................................................3 1.3. Key Points.................................................................................................4 1.4. Technical Highlights..................................................................................5 1.5. Contractors ...............................................................................................5

2. Network Funding Plan.....................................................................................6 2.1. Capital Costs.............................................................................................6 2.2. O&M Costs................................................................................................6 2.3. Capacity Offering ......................................................................................6 2.4. Capacity Reservation Process ..................................................................7

3. Investment Advantages (Why TCCN?) ...........................................................9 3.1. Lower Long-Term Cost .............................................................................9 3.2. Higher Reliability .....................................................................................10 3.3. Strategic Benefits....................................................................................10

4. Customer Service & Support.........................................................................11 4.1. Network Operations Center (NOC) .........................................................11 4.2. Trouble Reporting ...................................................................................11 4.3. Support Escalation..................................................................................11

5. Network Maintenance & Monitoring ..............................................................12 5.1. Planned Maintenance .............................................................................12

5.1.1. Planned Maintenance on the TCCN CCSP Network ........................12 5.1.2. Planned Maintenance On Backhaul/Cross-Connect Facilities ..........12

5.2. Maintenance to Support Investigation of Chronic Issues ........................13 5.3. Maintenance Windows............................................................................14

5.3.1. Planned Maintenance Windows........................................................14 5.3.2. Unplanned Maintenance Windows....................................................15

5.4. Network Monitoring .................................................................................15 5.4.1. Network Performance Parameters ....................................................15 5.4.2. Network Reporting Tools...................................................................15

6. Quality of Service..........................................................................................16 6.1. Wet Segment QOS .................................................................................16 6.2. Backhaul & Cross-Connects ...................................................................16

APPENDIX A – Management Team of TCCC ....................................................17 APPENDIX B – Current Project Schedule ..........................................................18 APPENDIX C – Investment Proposal..................................................................19


1. Overview 1.1. About Trans-Caribbean Cable Company Trans-Caribbean Cable Company ("TCCC") is the management organization for planning, building, operating, and maintaining the Trans-Caribbean Cable Network ("TCCN"). The project was conceived to service the ever-growing Internet, data and voice traffic demands of the Caribbean. TCCN will offer high-speed undersea fiber-optic cable connectivity from many locations in the Caribbean to Miami, Florida through a combination of segment construction and existing segment upgrades. TCCC envisions that TCCN will become the Caribbean region's common, carrier-neutral platform that will provide the capacity needed to stimulate the growth of the Internet and other telecom services in the region. TCCN will be constructed using a new project development model that combines the best attributes of the traditional cable consortium together with the best characteristics of the private cable model. We call this unique model the Virtual Consortium™ Model ("VCM"). TCCC believes that the VCM is the logical evolutionary model for future undersea cable project planning, implementation and operations. 1.2. The Network Development Plan The network development plan for TCCN is based upon a phased approach where the TCCN project configuration will be expanded on a country-by-country basis to meet the committed long-term bandwidth demands of the TCCN consortium members. Phase one of TCCN is called the Central Caribbean Sub-Project (“CCSP”) and is planned to provide connectivity between the United States and six other countries, including Jamaica, Haiti, Dominican Republic, Aruba, Venezuela, and Colombia, as shown below:


The fiber configuration of the TCCN CCSP will include two fiber pairs configured in order to allow the creation of a “collapsed ring” for internal protection:

Additional phases may result in extensions to other countries or locations, including Puerto Rico, Trinidad, Tabago, Guyana, Suriname, etc. 1.3. Key Points TCCN will provide the most advanced communications medium connecting the Caribbean region by utilizing undersea fiber-optic cable segments installed in deep water using the most flexible cable consortium structure ever developed. Key Differentiators:

• “Ownership” Advantage: In return for the initial capital investment and continued payment of O&M expenses, each owner is legally guaranteed the right to any capacity purchased for the life of the project (25-year design life). This includes initially allocated capacity, a pro-rated share of any common reserve capacity, the right to initiate future upgrades for “Virtual Fiber” owners, and the right participate in future upgrades for “General Capacity” owners.

• Diversity Advantage: By investing in TCCN, the owners gain a newly constructed and completely diverse route to the United States (Miami).

• Reliability Advantage: As a deep water cable, TCCN is expected to perform as reliably as other existing deep water cables.

• Guaranteed Non-Compete: TCCC will not have any of the TCCN capacity allocated to it. Therefore, TCCC will be incapable of competing with any of the TCCN owners. Furthermore, the owner(s) of the initial capacity for any specific country will have full authority/control over the access and use of TCCN for such country. No additional partners or circuit portability of


any kind will be allowed unless the majority of the owner(s) for such country(ies) authorize it.

1.4. Technical Highlights The technical highlights of the TCCN CCSP plan are:

• Design Capacity: Initial 120 Gbps (240 Gbps linear) Upgradeable to nearly 2 Tbps

• Length: 4,300 km • Architecture & Design: Deep water collapsed ring configuration

Fully protected for common types of failures Ability to incorporate future technologies

• Design life: Minimum 25 years • Landing Stations: 7 stations • Segments: 11 Repeatered

Additional technical features:

• Open architecture allows for easy upgrades. • Wide channel passbands for compatibility with multiple vendors’ 10Gbps

and 2.5 Gbps terminal equipment. • TMN-compliant Q3 SNMP and CORBA OSS interfaces. • Advanced optical cable management and low optical connector density. • Optimized cost modularity. • Low cost provisioning of capacity. • Route modeling, optical performance, equipment engineering and cost

analysis software tools are available. 1.5. Contractors After a complete competitive tender process conducted by TCCC on behalf of the TCCN consortium members, Tyco Telecommunications was selected as the prime contractor for the construction of the TCCN CCSP. On behalf of the TCCN consortium members, TCCC executed a turn-key, fixed-price Supply Contract with Tyco Telecommunications during December 2005. The Supply Contract will come into force when the down payment is completed.


2. Network Funding Plan 2.1. Capital Costs The capital cost for connecting the first six countries in the TCCN CCSP is US$118.8M or US$19.8M per country (not counting the US). The TCCN CCSP network will be designed to support a minimum of 16 wavelength pairs per country (96 wavelengths per fiber pair total) for a total linear design limit of 1,920 Gbps, but only two (2) initial 10 Gbps wavelength pairs per country will be installed initially (for a total of 240 Gbps of linear capacity). TCCC has analyzed many configuration options and determined that it would be possible for the TCCN CCSP to move ahead with two (2) fully funded countries in the North (Dominican Republic, Haiti, or Jamaica) or with any three (3) countries from the North or South (Aruba/Curacao, Colombia, or Venezuela). In such cases, the cable configuration optimization would be employed in order to keep the capital cost at or very near US$19.8M per country. Therefore, construction of TCCN CCSP can commence when two or more countries achieve ownership commitments of US$19.8M per country to cover the capital cost in an optimized configuration. The objective of TCCC will always be to seek extension of TCCN into new countries/markets, not by assisting the competition of the owner(s) in countries/markets that are already committed or connected. 2.2. O&M Costs The O&M cost for connecting the first six countries in the TCCN CCSP is US$3.6M per year or US$600K per country (3% of capital cost per year). The O&M cost for other configurations (less than six countries) would also be within 3% of the capital cost per year. Future upgrades will not have any significant impact on the annual O&M cost. 2.3. Capacity Offering It is now proposed to create two classes of ownership within TCCN, which will be offered on a first-come, first-served basis to fund the network, as follows:

(1) Virtual Fiber Ownership: The “Virtual Fiber Ownership” subscriber obtains the best unit cost and maximum flexibility for the future. “Virtual Fiber Ownership” consists of one (1) pair of 10 Gbps linear wavelengths, one for service and one for protection, and includes an exclusive option to seven (7) independent upgrades “on-demand” to provide up to seven (7) additional pairs of 10 Gbps linear wavelengths for each purchase. The


subscriber also gains additional independent control over the management of network protection schemes, multiplexing, and external restoration that would otherwise have been controlled by consortium voting. Only two (2) “Virtual Fiber Ownership” subscriptions will be offered per country unless the early committed subscriber(s) approve the addition of more partners for their country.

(2) General Capacity Ownership: The “General Capacity Ownership”

subscriber obtains a fair unit cost with some flexibility for the future as in a traditional consortium. “General Capacity Ownership” provides the possibility for smaller capacity purchases within the project, including STM16, STM4, STM1, DS3, and E1, but such subscribers must share the additional cost of the switching (SDH) equipment to accomplish the multiplexing that is required to support such interface levels. “Virtual Fiber Ownership” orders will take precedence over “General Capacity Ownership” orders in order to achieve successful funding of the project.

2.4. Capacity Reservation Process

Companies that intend to participate in TCCN should plan to follow the first-come, first-served capacity reservation process identified below: (1) Develop a 5-year bandwidth forecast for one or more TCCN CCSP

countries and request a proposal from TCCC for the total requirement. TCCC will prepare a proposal for consideration.

(2) The proposal provided by TCCC can then be converted into a non-binding reservation by (i) dating, signing, and providing the completed APPENDIX C signature page to TCCC; (ii) finalizing, signing, and providing the completed “TCCN MOU CCSP Amendment” to TCCC; and (iii) providing a good faith deposit to TCCC for assistance with the CCSP feasibility costs (or execution of an escrow agreement with subsequent deposit of project down payment within 30-45 days).

(3) Upon receipt of the completed APPENDIX C signature page, TCCC will provide receipt confirmation and status for the country(ies) of interest. The reservation can only be accepted for the relevant countries if two Virtual Fiber reservations have not been completed for such countries or if the early committed subscriber(s) approve the addition of more partners for their country. In either case, TCCC will provide the status.

(4) The reservation process is complete only after the TCCN MOU CCSP Amendment is completed and the good faith deposit (or escrow deposit) is received by TCCC. The good faith deposit will be refunded and/or the relevant invoice(s) will be cancelled if a relevant country is fully funded earlier by others.

(5) The parties that complete the reservation process will be included on the TCCN CCSP distribution list and will be expected to work toward timely


completion of the agreed actions to move forward with the project. The good faith deposit funding will be used to finalize the TCCN CCSP project plans and agreements and will be credited toward the investment participation of the party.


3. Investment Advantages (Why TCCN?) 3.1. Lower Long-Term Cost

By combining the needs of multiple subscribers in multiple countries into one undersea network, TCCN is able to offer a lower long-term cost than any other option in the region. In fact, the subscriber of TCCN Virtual Fiber will be able to upgrade using any of its reserved channels at any time without approval from any other parties. This provides the TCCN Virtual Fiber subscriber with full and direct control of its long-term costs as shown in the graphs below:


3.2. Higher Reliability Over 95% of all undersea cable failures world-wide occur at water depths less than 100 meters, which is generally known as “Shallow Water”. This “Shallow Water” area is identified in the drawing below:

Since TCCN will be installed in deep water, the reliability of TCCN is expected to compare with other deep water cables as shown in the chart below:

3.3. Strategic Benefits

Investment in TCCN provides the following strategic benefits: • TCCN provides a new, completely diverse route to the United States with direct connectivity

to Miami’s NAP of the Americas. • TCCN provides a direct equity/asset ownership opportunity. • TCCN provides a lower financial risk because it does not rely on “wholesale” of capacity for

future survival.


4. Customer Service & Support 4.1. Network Operations Center (NOC) On behalf of the TCCN CCSP owners, TCCC will establish the primary TCCN Network Operation Center (NOC) within Miami’s NAP of the Americas in the United States of America. If desired by the project’s subscribers, a secondary NOC will be established within one of the TCCN CCSP countries. 4.2. Trouble Reporting Prior to the RFS Date of the TCCN CCSP, the contact information for the TCCN NOC will be provided to the owners for the reporting of any type of network issues. The TCCN NOC will be manned twenty-four hours a day, seven days each week and three hundred and sixty-five days a year (365x24). Upon receipt of a call from an owner who has experienced any type of circuit problem, a NOC Operator will initiate a Trouble Ticket and at a minimum, will request and record the following information:

1. Owner Name 2. Name and title of person reporting the fault 3. Call back number of the person reporting the fault 4. Time of fault recorded in GMT time 5. Faulty circuit Identification 6. Symptoms of Fault 7. Actions already taken to correct the fault including: 8. The circuit identification for the circuit on which the fault is occurring 9. Identification of a convenient time in which the circuit may be removed

from service to facilitate testing and fault isolation. In addition, the owner will also be asked to confirm that they have checked their own equipment including power and other equipment interfaces. After all the answers to these questions have been noted in the Trouble Ticket Management System (TTMS), the NOC Operator will provide the caller with a Trouble Ticket Number to facilitate tracking of the fault and to serve as a point of reference for all updates. 4.3. Support Escalation A Service Support Escalation List will be created to provide the TCCN owners with points of contact for three (3) levels of escalation. Owners will be advised to utilize the Service Support Escalation List only if the technical support assigned


has not resolved the problem within the agreed intervals or if no updates have been provided.

ESCALATION CONTACT OFFICE/MOBILE/PAGER E-MAIL Level: 1 Immediate

NOC: Network Operation Center

To be provided.

To be provided.

Level: 2 After 2 hours

To be provided.

To be provided.

To be provided.

Level: 3 After 4 hours

To be provided.

To be provided.

To be provided.

Table 1 – Sample Service Support Escalation List

5. Network Maintenance & Monitoring TCCN maintenance procedures will be established prior to RFS and will be divided into two categories, (1) Planned Maintenance, and (2) Maintenance to Support Investigation of Chronic Issues. Prior to the execution of any maintenance procedure, a Method of Procedure (MOP) document will be developed and reviewed by senior engineers and TCCC management for approval before it is forwarded to any owners that may be affected. Owner notification will be provided in accordance with the agreed timeframes established for TCCN. 5.1. Planned Maintenance 5.1.1. Planned Maintenance on the TCCN CCSP Network This section outlines the procedures, policies, notification and time frames envisioned for Planned Maintenance on the TCCN CCSP Network. Planned Maintenance will be initiated for any of the following reasons:

• Circuit Configuration Change • Equipment Change • Scheduled Maintenance • Maintenance Repair

5.1.2. Planned Maintenance On Backhaul/Cross-Connect Facilities The Backhaul/Cross-Connect Provider will notify the TCCN NOC in writing ten days prior to any scheduled maintenance, service affecting or not. A MOP that includes the following must support the notification:


• The proposed time and date • The duration • Description of the planned works • Anticipated Service Problem • A back-out procedure in the event of major problems during maintenance

activities • Contact person (if different from the normal Planned Maintenance contact

person) Except in circumstances that are beyond the control of the Backhaul/Cross-Connect Provider, thirty days advance notification of major maintenance (network affecting) will be required. If the proposed date is not acceptable, TCCC will notify the Backhaul/Cross-Connect Provider within two (2) working days, and negotiate to have the planned maintenance outage rescheduled. On the day of the Planned Maintenance, the Backhaul/Cross-Connect Provider will contact the TCCN NOC to confirm initiation of the Planned Maintenance. 5.2. Maintenance to Support Investigation of Chronic Issues A Chronic Issue will be defined as an event at a site or circuit path which occurs and is the recorded cause of three or more unplanned network outages within a thirty-day period. The purpose of the Chronic Issue investigation will be to isolate and correct any underlying problem that may be causing intermittent outages. The investigation into the source of such Chronic Issues may require a maintenance action in order to isolate the root cause. Three basic tools will be used to initiate investigation of Chronic Issues:

1. Chronic Issues identified through the review of Monthly QOS (Quality-Of-Service) Reports for individual owners

2. Chronic Issues identified through the review of the Monthly QOS Report

for all owners where similar equipment failures occur at separate time and dates

3. Chronic Issues identified through owner notification(s) to the NOC

Upon determination that an event warrants investigation as a Chronic Issue, the NOC and Transmission Engineers will form a team and will begin investigating the issue using the following guidelines:

• Gather as much information as possible from the owner.

• Notification to management of the Chronic Issue.

• Assignment of a new trouble ticket specifically for the Chronic Issue.


• Assignment of a NOC Technician to follow up on the trouble ticket.

• Assignment of a specific point of contact for reporting and owner relations.

• Convey the Trouble Ticket number and POC to the owner, and verify the

owner POC for this Chronic Issue. The assigned Chronic Issue team will begin gathering data in an attempt to obtain as much information from the latest fault occurrence. Trouble ticket printouts, test results, and any other data, including the use of the query command, may be used to identify the issue. After gathering as much data as possible, the Chronic Issue team will correlate the data for analysis in order to determine the cause of the issue. When the cause for the issue has been identified, an MOP to resolve the issue will be developed and approved for implementation. The MOP will utilize one of the Planned Maintenance Windows, based upon the severity of the issue. 5.3. Maintenance Windows 5.3.1. Planned Maintenance Windows Planned Maintenance windows will be based on the United States Eastern Standard Time (EST). The preference of EST over Greenwich Mean Time (GMT) is that 00:01 GMT is equal to 7:01 PM EST. 7:00 PM EST is considered to be prime operating hours. Thus, maintenance activities within this timeframe could cause untimely interruptions. The emergency, primary and secondary time frames for planned maintenance activities will be as follows:

• Emergency: As required

• Primary: Friday night 11 PM to Saturday morning 7 A.M

Saturday night 9 PM to Sunday morning 7 A.M

Sunday night 9 PM to Monday morning 6 A.M

• Secondary: Wednesday night 11 PM to 6 A.M A pre-requisite to using these Planned Maintenance windows will be advanced owner notification. The objective of advanced notification will be to give the owner as much time as necessary to plan for the scheduled maintenance activity.


In addition, notification will be used to facilitate the staging of technicians and equipment. 5.3.2. Unplanned Maintenance Windows All owners will be encouraged to schedule maintenance within one of the Primary or Secondary Maintenance Windows. However, the NOC will be able to consider providing a special maintenance window based upon an owner request. Such a request will be evaluated and the owner will be notified of the result within a reasonable period of time. 5.4. Network Monitoring 5.4.1. Network Performance Parameters TCCN will use a Telecommunications Network Management System (TNMS) provided by the Supply to support the network management requirements of the TCCN CCSP network. TNMS will provide all important network element and network management features according to ITU-T M.3010 recommendations. One of the Network Management Layer functions will be Performance Management, which is based on the evaluation of error information measured by network elements within various performance parameters such as:

• ES Error Seconds: • SES Severely Errored Seconds • BBE Background Block Errors • UAS Unavailable Seconds • PJE (-) Negative Pointer justification Event • PJE (+) Positive Pointer Justification Event • SEF Severely Errored Frame

Performance Management Data will be collected at established performance measurement points within network elements. Performance Management Data stored in Performance Management Logs will be displayed or printed at the GUI of a TNMS client or exported by means of an external tool. 5.4.2. Network Reporting Tools At the request of TCCN, an OSS (Operations Support System) will be implemented in order to provide comprehensive monitoring and reporting of all available network performance parameters. These reports could be made available to the owners as needed.


6. Quality of Service 6.1. Wet Segment QOS The NOC will provide 24x7 monitoring services on network circuits and services connected to the TCCN CCSP. It will also provide management for fault isolation and service restoration. Upon calling the NOC, a Trouble Ticket will be assigned; and updates will be provided to the owner hourly. In case of a submarine cable cut, the Mean Time To Repair (MTTR) the cable cut will be 12 days. (Note: This figure is calculated from empirical data and does not guarantee a specific repair will be completed within this period.) During this period, protected services will continue to operate through the restoration path for owners participating in the restoration plan. It is estimated that the TCCN CCSP will provide circuit availability of 99.9% for services protected within the collapsed ring. This service availability is estimated on a monthly basis (720 hours) and is limited to the submarine portion between any two TCCN landing stations. The worst-case Round Trip Delay (RTD) for the TCCN CCSP is estimated around the entire collapsed ring over 8,600 km. During normal operations, the worst-case RTD is estimated to be less than 50ms. The average RTD between any pair of cable stations is estimated to be less than 25ms. 6.2. Backhaul & Cross-Connects The backhaul and/or cross-connect circuit availability, MTTR, and RTD will be contingent on the location and infrastructure available between the final destination site and the TCCN landing station. If applicable, details on this will be provided by TCCC to owners requesting assistance with backhaul and/or cross-connect circuits.


APPENDIX A – Management Team of TCCC The management team of TCCC has helped to plan, build, and/or operate many systems around the world, including: AC-1, Africa-1, Antillas-1, Americas-II, APCN, APCN2, ARCOS-1, Bahamas-II, BUS-1, China-US, CIOS/TEFKROS/ CADMOS, Columbus-2, FLAG, HAW-5, Japan-US, MAYA-1, PAC RIM EAST, PAN AM, QCC, SEA-ME-WE-2, SEA-ME-WE-3, Taino-Carib, TAT-10, TAT-11, TAT-12/13, TAT-14, TCS-1, TPC-5, Unisur, and others. The biographies of the key members of our team are provided below: Name Biography Brian Crawford, President

With 13 years in the undersea cable industry, Mr. Crawford has worked on more than 15 different undersea cable projects around the world, gaining experience in all aspects of undersea cable network design, planning, construction, operations and maintenance. Formerly with AT&T Submarine Systems (now Tyco Telecom), AT&T Communications, Pacific Gateway Exchange, and New World Network, Mr. Crawford now serves as the President of TCCC.

Jeff Fleisher, Director of Operations

With 12 years in telecom and 8 years in the undersea cable industry, Mr. Fleisher has also worked on more than 15 undersea cable projects around the world, specializing in undersea cable licensing, permitting, construction, operations and maintenance. Formerly with AT&T Submarine Systems (becoming Tyco Telecom), Lucent Technologies, and New World Network, Mr. Fleisher now serves as a Director of Operations for TCCC.

David Crawford, Director of Finance

With over 9 years of financial and managerial experience, Mr. David Crawford helped to structure financing for SEACN, CHINA-US, AMERICAS-II, and ARCOS among others while he was Senior Corporate Finance Manager at Tyco Telecom. He was also instrumental in securing the largest ever telecom Preliminary Project Letter (PPL) from EXIM Bank. Prior to Tyco, Mr. Crawford worked at AT&T in the Central Billing Party Department for NAZ/HAZ cable maintenance agreements. With vast experience ranging from Escrow Agreements, Letters of Credit, Export Agency billing documents, and the management of over $1 billion in Advanced Payment Bonds, Mr. Crawford brings valuable financial expertise to serve as the Director of Finance for TCCC.

Neil Habig, Director of Project Management

With 14 years in the undersea cable industry, Mr. Habig has led the development and construction of numerous major cable systems in all regions of the world including the Caribbean. Formerly with AT&T Submarine Systems (becoming Tyco Telecom) and then more recently as a consultant in the telecom and energy fields, Mr. Habig now serves as the Director of Project Management for TCCC.

Henry Dambra, Carrier Relations Executive

With 36 years in the telecommunications industry, Mr. Dambra has broad experience encompassing many areas, including International and Domestic Engineering, Network Operations, Finance, and Service Costs & Rates. Formerly with AT&T Communications and New World Network, Mr. Dambra has supported the development of numerous undersea cables in the Americas region, including AMERICAS-I, AMERICAS-II, ANTILLAS-1, ARCOS-1, ATLANTIS-2, BAHAMAS-II, MAYA-1, PAN AM, and TCS-1. Mr. Dambra now serves as a Carrier Relations Executive (Latin America) for TCCC.


APPENDIX B – Current Project Schedule

December 15, 2006 Commitment Target

January 15, 2007 Escrow Deposits Due

Signature of TCCN C&MA/CCSP Addendum February 2007 Down Payment to Supplier

1Q2008 Ready For Service (RFS)


APPENDIX C – TCCN CCSP Investment Proposal Reference Number: BC-112906-00-DATASYS

TCCN “Virtual Fiber” MIU Ownership Cost Estimate

Option* Terminal A Terminal Z Bandwidth Term Qty Investment Cost**

Annual O&M Cost**

Miami NAP Port-au-Prince, Haiti

1 pair of 10G Wavelengths

Up to 25-yrs 2 US$19.8M*** US$594K

Miami NAP Port-au-Prince, Haiti

1 pair of 10G Wavelengths

Up to 25-yrs 1 US$9.9M**** US$297K

*Please select investment option(s) of interest. **Investment Costs and O&M Costs are estimated. Final costs will be determined together with interested parties. ***Investment Cost with exclusive control of Terminal Z with Terminal Z landing facilities provided by the purchaser. ****Investment Cost assuming other partner(s) provide sufficient investment and obtain Terminal Z access. Investment Cost Schedule: A 20% down payment of the Investment Cost will be due during 1Q2007 with approximately 20% due during each of the following four (4) quarters for budgetary purposes. A more precise schedule will be provided upon reservation process completion. Operations & Maintenance Charges: Annual Operations and Maintenance charges will be billed quarterly in advance and are calculated at 3% of the Investment Cost per year. Upgrade Cost: Each “Virtual Fiber” MIU investment includes exclusive rights to seven (7) of the unused DWDM optical channel pairs within the 96-channel design of the TCCN CCSP. The purchaser has exclusive control of these channels and may elect to utilize them at any time without any authorization from any other party or parties. It will cost US$100k per terminal to install each additional 10 Gbps wavelength pair if installed at the same time as all other TCCN equipment (during construction). It will cost US$150k per terminal to install each additional 10 Gbps wavelength pair if installed at any time after the RFS Date. Purchaser’s Responsibility: The purchaser is responsible to acquire and hold any and all licenses, permits, or other permissions required by local jurisdictions to obtain, use, or resell the capacity or services described in this proposal. Purchaser’s Intention: By signature of this page, the purchaser is indicating its desire for TCCC to reserve the ownership noted above in the TCCN CCSP for the country(ies) shown. Although non-binding, the purchaser acknowledges its intention to either (i) execute an escrow agreement and then complete the down payment deposit noted above within 30-45 days, or (ii) sign a mutually acceptable version of the TCCN MOU CCSP Amendment and then to provide a good faith deposit of US$6,000 to TCCC for assistance with the on-going TCCN CCSP feasibility costs under the TCCN MOU CCSP Amendment. Please respond in acceptance of this proposal by signing below and sending it via fax to:

Brian Crawford, President Trans-Caribbean Cable Company LLC 442 Route 202-206 North #276 Bedminster, NJ, USA, 07921 Tel: (732) 397-4509 Fax: (732) 909-9723 ______________________________ _________________ Purchaser’s Acceptance (signature) Date ______________________________ Purchaser’s Acceptance (print)

datasys proposal (bc 112906 00)

Documents

network maintenance

network monitoring

network development

tccn ccsp network

caribbean date

private cable model

network funding plan

network reporting tools